Print and Online Advertising Terms

GENERAL ADVERTISING
TERMS

Payment. Publisher will
invoice Advertiser on a monthly basis, and payment is due within thirty (30)
days of invoice date. If Advertiser fails to timely pay, Publisher may suspend
the provision of services hereunder or immediately terminate this
Agreement. Advertiser agrees to reimburse Publisher for all expenses incurred
by Publisher in connection with the collection of amounts payable, including
court costs and attorneys' fees. If this Agreement is terminated due to
Advertiser's failure to timely pay, Publisher may rebill the Advertiser for the
outstanding balance due at the open or earned contract rate, whichever is
applicable, and all discounts shall be forfeited. All deliverables will be the
property of Publisher until payment in full is received. If any amount is not
paid by Advertiser when due, such amount shall bear interest at the rate of
twelve percent (12%) per annum or the maximum amount permitted by law
(whichever is lower), computed from the original due date until paid.

Billing/Credits. Any claims by
Advertiser for a credit related to rates incorrectly invoiced or paid must be
submitted in writing to Publisher within ninety (90) days of the invoice date
or the claim will be waived. In the event Advertiser is entitled to a credit
due to overpayment of an invoice, Advertiser must use the credit within ninety (90) days of issuance or the credit will be
forfeited. No cash refunds will be provided for any credit earned by the
Advertiser. All credits earned will be for the benefit of Advertiser

Taxes. In the event that any
federal, state or local taxes are imposed on Advertiser’s use of the Services
hereunder, such taxes shall be assumed and paid by Advertiser.

Content/License. Advertiser may, from
time to time, provide Publisher with advertising materials, including, without
limitation, text, data, video, audio, images, illustrations, and graphics,
trademarks, service marks, and logos (collectively, “Advertiser Content”)
for use in connection with Publisher’s distribution of the Services purchased
hereunder. Advertiser hereby grants Publisher and its designees a
non-exclusive, worldwide, transferable, sub-licensable right and license (i) to
use, reproduce, mirror, distribute, perform and display the Advertiser Content
(or any portion thereof) via print and on the websites (mobile and
traditional), properties, applications and/or devices described in this
Agreement (including any Orders) (collectively, the “Distribution Networks”);
(ii) to modify, copy, reformat, transmit and otherwise manipulate the
Advertiser Content in connection with such display; and (iii) to use
Advertiser’s name and logo in connection with providing the Services.

Clearances. Advertiser will
be responsible, at its own cost and expense, for obtaining all clearances,
authorizations, permissions, licenses, and releases (collectively, “Clearances”)
from third parties necessary to enable Publisher to distribute the Advertiser
Content under this Section 4, including, without limitation, (i) Clearances for
any of the following creative elements appearing in or otherwise displayed via
the Advertiser Content: photos, video footage, music (including, without
limitation, any synchronization and mechanical licenses), audio tracks,
trademarks, service marks, and rights of publicity and other indicia of
identity, and (ii) Clearances from any individuals or entities whose
trademarks, service marks, other corporate indicia, names, voices, likenesses,
and other indicia of identity may appear in any of the Advertiser Content.

Advertiser Approval
Right.
To the
extent that Publisher and/or its affiliates are developing any creative or
other deliverables on behalf of Advertiser under any Order (e.g., Ads, emails,
social media campaigns, etc.), Advertiser will have two (2) days from receipt
of any such deliverable to review and approve the deliverable. Advertiser must
notify Publisher in writing of any rejection of the deliverable within two (2)
days after receipt thereof or the deliverable will be deemed approved by
Advertiser. Advertiser will not unreasonably withhold its approval. Only
one (1) round of revisions shall be provided unless otherwise agreed by
Publisher. Additional corrections or modifications will be subject to an
additional charge and may result in delays in the service start date.

Ownership. All Advertiser
Content or other materials furnished by Advertiser for use hereunder will
remain the property of Advertiser and will be returned upon request. The
results of any and all work performed by Publisher, including development of
advertising material, creative work, or other content for Advertiser, will be
the property of Publisher. Advertiser may not modify such material or
authorize the reproduction or use of such material in any medium without
Publisher’s prior written consent. Unless otherwise agreed by the parties,
Advertiser and its affiliates may use such creative content only in the format
provided by Publisher.

User
Information.
Any user or usage data or information collected via Publisher’s Digital
Properties or related to Publisher’s Digital Properties, or any information
collected from sites operated by Publisher’s affiliates under this Agreement,
shall be the property of Publisher and/or such affiliates. Advertiser
shall have no rights in such information by virtue of this Agreement. Any user
or usage data or information collected via the Yahoo! Properties shall be the
property of Yahoo! (to the extent Advertisements are being placed on the Yahoo!
Properties pursuant to the terms hereof).

Advertiser
Warranties.
Advertiser represents and warrants that (i) it has the full right, power and
authority to grant the licenses and related rights granted herein and has
acquired any and all Clearances that are necessary in connection with
Publisher’s exercise of such rights and licenses, (ii) the Advertiser Content
is true and accurate, does not violate any law or regulation and is not
misleading, defamatory, libelous or slanderous, (iii) Publisher’s use of the
Advertiser Content in connection with providing the Services will not infringe
upon or violate the rights or property interests of any third party, including
without limitation, any patent, copyright, trademark, trade secret or other
intellectual property or proprietary right of any other party, or any right of
privacy or publicity, and (iv) Advertiser will maintain a privacy statement on
its principal website (“Privacy Statement”) that complies with
applicable law and accurately and transparently discloses its privacy practices
to users of such website, including any privacy practices implicated by the
undertakings contemplated by this Agreement. Advertiser will notify
Publisher in writing promptly if any of the foregoing representations and
warranties becomes untrue.

Disclaimer. EXCEPT AS
EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, NEITHER PARTY MAKES ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NON-INFRINGEMENT. ALL SERVICES ARE PROVIDED “AS IS” AND “WITH ALL
FAULTS.” PUBLISHER, ITS SERVICE PROVIDER AND ANY VENDORS SHALL HAVE NO
LIABILITY OR RESPONSIBILITY TO ADVERTISER OR ANY OTHER PERSON WITH RESPECT TO
ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH ANY ADVERTISER CONTENT OR OTHER
MATERIALS DISPLAYED ON ADVERTISER’S WEBSITE(S) OR THE FAILURE TO DISPLAY ANY
SUCH MATERIALS ON PUBLISHER’S WEBSITE(S). PUBLISHER DOES NOT REPRESENT OR
WARRANT THAT ANY SERVICES, ADS OR OTHER MATERIAL WILL BE DISPLAYED ON ANY
PUBLISHER WEBSITE WITHOUT INTERRUPTION OR ERROR, AND PUBLISHER WILL NOT BE
LIABLE FOR ANY DAMAGES OR LOSSES INCURRED BY ADVERTISER RELATING TO THE
UNAVAILABILITY OF THE INTERNET OR WEBSITE(S) ON WHICH ADVERTISER’S
ADVERTISEMENTS ARE PUBLISHED. PUBLISHER MAKES NO REPRESENTATIONS OR
WARRANTIES RELATING TO THE RESULTS OF SERVICES, INCLUDING WITHOUT LIMITATION,
THE NUMBER OF IMPRESSIONS, CLICK-THROUGHS, OR LEADS AND ANY PROMOTIONAL EFFECT
OR RETURN ON INVESTMENT.

Indemnity.Advertiser
will indemnify and hold Publisher, Gannett Co., Inc., Yahoo! (to the extent
Advertiser has selected distribution of its Ads via the Yahoo! Properties, as
described in Addendum A) any other entities that own or operate any of the
Distribution Networks and each of their respective subsidiaries, affiliates,
officers, directors, employees, agents, vendors, and service providers (each a
“Publisher Indemnitee”) harmless from and against any and all suits,
judgments, proceedings, claims, losses, costs and expenses (including
reasonable attorneys' fees) (collectively, “Losses”) arising out of a
third-party claim resulting from (i) the Advertiser Content and other materials
provided by Advertiser, or any websites or content that is linked to from any
such Advertiser Content or other materials, including, without limitation, any
claim such Advertiser Content or material is libelous or defamatory or violate
or infringe the rights of any third party, including any patent, copyright,
trademark, trade secret, or other intellectual property or proprietary rights,
or any rights of privacy or publicity,or claims
based on Advertiser’s willful misconduct, negligence or strict liability for a
defective product; (ii) violation of any laws, rules or regulations applicable
to Advertiser’s business operations, products and/or services; (iii) any actual
or alleged breach of Advertiser’s representations, warranties, or obligations
under this Agreement; or (iv) Advertiser’s Privacy Statement. Advertiser shall
defend at its own expense any claim instituted by any person or entity against
a Publisher Indemnitee resulting from a claim arising in connection the
advertising or the Services provided. The Publisher Indemnitee(s) will
have the right, at its or their option, to defend such litigation jointly with
Advertiser. Advertiser may not agree to any settlement that imposes any
obligation or liability on a Publisher Indemnitee without such indemnitee’s
prior written consent.

Limitation of Liability. EXCEPT FOR THE
PARTIES INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT (IF ANY), IN NO EVENT
SHALL EITHER PARTY (INCLUDING YAHOO!, TO THE EXTENT ADVERTISEMENTS ARE BEING
PLACED ON THE YAHOO! PROPERTIES HEREUNDER) BE LIABLE TO THE OTHER OR ANY OTHER
ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR INDIRECT
DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PUBLISHER’S
LIABILITY ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES
PAID OR OWED BY ADVERTISER TO PUBLISHER HEREUNDER DURING THE SIX (6) MONTHS
PRECEDING THE EVENT GIVING RISE TO THE CLAIM

Agencies. If Advertiser is
using an advertising agency in connection with this Agreement, Advertiser and
such agency (the “Agency”) shall be jointly and severally liable for
compliance with the terms of this Agreement and any Order. Publisher may pursue
any applicable remedies in the event of default of this Agreement (including
any non-payment) against Advertiser or Agency or both without any requirement
of first seeking a remedy from one or the other. This Agreement renders
void any statements concerning liability which may appear on correspondence
from Agency or Advertiser. Advertiser and Agency further agree that Publisher
does not and will not accept orders or space reservations claiming sequential
liability.

Assignment. Advertiser may
not assign any of its rights and/or obligations hereunder or this Agreement
without Publisher’s prior written consent. Publisher shall have the right
to assign, delegate or transfer, its rights and obligations, under this
Agreement, in whole or in part. Publisher shall provide written notice to
Advertiser of any such assignment.

Governing Law/Waiver of
Jury Trial.
This Agreement will be governed by and construed in accordance with the laws of
the State of New York, without regard to its conflict of law provisions. Each party specifically waives any right to
trial by jury in any court with respect to any claim against the other arising
out of or connected in any way to this Agreement.

Force
Majeure.
Neither party will be liable to the other party for delays and/or defaults in
its performance or commitments under this Agreement due to causes beyond its
reasonable control and without its fault or negligence, including but not
limited to acts of God or of the public enemy, fire or explosion, flood,
earthquake, actions of the elements, war, riots, embargoes, quarantine,
strikes, lockouts, disputes with workers or other labor disturbances, or acts
or requests of any governmental authority.

PRINT AND
ONLINE ADVERTISING TERMS

If Advertiser is purchasing (i) print
advertising (“Print Ads”) for
display in Publisher’s newspaper property(ies) (each a “Newspaper”), or (ii) online display advertising (“Digital Ads” and collectively with
Print Ads, “Ads”) for distribution
on Publisher’s digital media property(ies) (e.g., Publisher’s website(s),
Publisher’s tablet or mobile applications, digital display ads associated with
the e-edition of Publisher’s newspaper, etc.) specified in the applicable Order
(each a “Digital Property”),
Cars.com, and/or on Yahoo! Properties (as defined below), then the additional terms
and conditions set forth in this Addendum A and Addendum A-2 will apply to each Order submitted for such Advertising
Services.

1.Rates. Unless otherwise
specified in Advertising Commitment in connection with a Commitment from
Advertiser, Advertiser’s purchase of Ads for display in the Newspapers, on the Digital
Properties and/or on the Yahoo! Properties will be billed at Publisher’s
Standard Rates. Advertiser acknowledges
that it has been provided a copy of Publisher’s standard rate card. The rate card, including any terms and
conditions in such rate card, are hereby incorporated into this Agreement by
reference, provided that in the event of a conflict between any terms or
conditions in the rate card and the terms of this Agreement, the terms of this
Agreement will control. Publisher
reserves the right to modify its rate card, including increasing its Standard
Rates, at any time and from time to time.
Publisher will provide Advertiser with at least 30 days’ prior written
notice of any rate increase. If
Advertiser objects to any such increase, it shall have the option to
discontinue display of the applicable Ads by giving written notice to Publisher
prior to the effective date of such changes.
Advertiser’s right to discontinue the display of its Ads shall be its
sole and exclusive remedy in the event of a rate increase. If Advertiser does not elect to discontinue
display of the applicable Ads, then, following the expiration of the notice
period, all Ads shall be billed at Publisher’s increased rates.

2.Yahoo! Ad Network. To the extent Advertiser has selected
delivery of Ads across the Yahoo! Ad Network, Advertiser acknowledges and
agrees that Publisher is acting as sales agent for Yahoo!, Inc. (“Yahoo!”) and as such, can facilitate
the placement of Ads on the Yahoo! Properties in accordance with the terms of
this Agreement. For purposes of this
Agreement, “Yahoo! Properties” means
the website located at yahoo.com, including all sub-domains of yahoo.com and
any mirror sites or successor sites to such web site and sub-domains and any or
all of Yahoo!’s or its affiliates’ properties, software, products, services,
web sites and web pages that are developed in whole or in part by or for Yahoo!
or its affiliates, to the extent designated in the chart above.

3.Delivery.

3.1.Deadlines. Advertiser will
provide Publisher all applicable Ads by Publisher’s standard deadline (as
designated by Publisher), in a format suitable for display in the Newspaper(s)
or on the applicable Digital Property(ies), as applicable, via a transmission
method mutually agreed upon by the parties.
Advertiser shall have the right to change any Ads(s) after submission,
provided that it submits any such changes to Publisher no later than
Publisher’s standard deadline (as designated by Publisher). Advertiser shall pay all expenses connected
with the delivery of the Ad(s) to Publisher. Changes to any Ads after first
publication may result in additional charges, which will be disclosed to
Advertiser in advance.

3.2.Submission of
Advertising Materials.
Unless otherwise agreed to by the parties in writing, Advertiser will provide
all creative services and necessary text, data, images, illustrations or
graphics and/or other materials with respect to the Ads(s). Advertiser will submit the Ad(s) in accordance
with the applicable Publisher policies and/or Yahoo! policies (if applicable) in
effect from time to time, including policies regarding artwork specifications,
format and submission deadlines.

4.Ad Serving. Advertiser grants to Publisher and Yahoo!, as
applicable, a license to (a) display Advertiser’s Ads on the Distribution
Network; and (b) modify, copy, reformat, transmit and otherwise manipulate the
Ads in connection with such display.
Advertisements will be served in accordance with one of the following
options:

4.1.By Publisher. If Publisher and/or Yahoo! will be
responsible for serving the Digital Ads through its own ad servers, then
Publisher and/or Yahoo! will track delivery of the Digital Ads through such
servers. The parties agree that
Publisher’s and/or Yahoo!’s final impression measurements will be used to
determine the fees due under this Agreement.

4.2.By a Third Party. If a third party (“Third Party”) will be responsible for
serving the Digital Ads through such Third Party’s ad server, and such Third
Party will track delivery of the Digital Ads through its server. The Third Party’s final audited impression
measurements will be used to determine the fees due under this Agreement. If the parties agree to use a Third Party ad
server under the terms of this Addendum, Advertiser agrees to provide Publisher
with a user login name and password to access the Third Party’s impression
measurements for purposes of verification of such measurements.

5.Invoices. Publisher agrees that invoices covering the
delivery of Ads hereunder will contain:
(a) the dates and times upon which Advertiser’s Ads were displayed in
the Newspapers and/or the Digital Properties, and, if applicable, dates and
times upon which the Ads could be accessed on the Digital Properties, (b) where
applicable, the number of impressions, and/or click-throughs reported during
such dates, and (c) the charge to Advertiser.
The invoice shall serve as Publisher’s and Yahoo!’s (if applicable)
certificate of performance.

6.Short-Rating. If Advertiser has made
a Commitment in accordance with Advertising Commitment of this Agreement and, at the end of the Commitment
Term set forth in Advertising Commitment Advertiser has either (i) purchased less
volume (inches/pages/impressions) of Ads than agreed to in the Advertising
Commitment or (ii) fallen short of the
minimum revenue commitment agreed to in Advertising Commitment , then, if
Publisher’s Standard Rates are higher than the rates Advertiser was paying
during the Commitment Term, (a) Advertiser will be billed for (and will be
obligated to pay) the difference between the Standard Rate and the Commitment Term
rate for all Ads that ran during the Commitment Term, and (b) Advertiser will
be billed at the Standard Rate (as such Standard Rate may be modified in
accordance with Section 1, above) for all Ads run after the Commitment Period.

7.Cancellation.

7.1.Cancellation of Print
Ads. Cancellations will not be accepted for Print
Ads after the Publisher’s standard closing time, as designated by Publisher. Advertiser will be responsible for any
production or creative services provided by Publisher regardless of the
cancellation of any Print Ads.

7.2.Cancellation of Digital
Ads

7.2.1.Cancellation Prior to Initial Distribution. At any time prior to the serving of the first
impression of a Digital Ad on a Digital Property under this Agreement,
Advertiser may cancel an online advertising campaign on thirty (30) days prior
written notice to Publisher.

7.2.2.Cancellation After Initial Distribution Once the first
impression of a Digital Ad has been served on any Digital Property, Advertiser
may cancel an online advertising campaign by giving Publisher written notice of
such cancellation, which cancellation will be deemed effective on the later of:
(i) thirty (30) days after serving of the first impression of the applicable
campaign; or (ii) fourteen (14) days after providing Publisher with such
notice. If Advertiser exercises its
right to cancel under this Paragraph 8(b), Advertiser will be responsible for
all fees that accrue prior to the cancellation date.

8.Reservation of Rights. Publisher may reject, remove or cancel any
Ad, space reservation or position commitment at any time in its sole
discretion. Publisher also may edit,
reject or remove from its Newspaper(s) and/or Digital Property(ies), at any
time, any Ad or other material submitted by Advertiser or its Agency, or place
the Ad in any Publisher advertising classification or section that Publisher deems
appropriate. Publisher also shall have full latitude with respect to
positioning all advertisements in the Newspapers; provided, however, that Publisher
will use its reasonable efforts to accommodate Advertiser's positioning
requests.

9.Responsibility for
Advertisements.

9.1.Technical Quality;
Typographical Errors; Incorrect Insertions or Omissions. Publisher is not responsible for any material
that is not properly displayed or that cannot be accessed or viewed because the
material was not received by Publisher in the proper form, in a timely manner,
or in an acceptable technical quality for display on the Digital Property(ies)
and/or the Yahoo! Properties (if applicable).
This Agreement cannot be invalidated, and neither Publisher nor Yahoo! will
be liable for typographical errors, incorrect insertions or incorrect
publication or omissions in any Advertiser Content displayed or published
pursuant to this Agreement or omitted from display or publication.

9.2 Failure to Display Advertiser Content. Publisher and Yahoo! (to the extent
Advertisements are being placed on the Yahoo! Properties hereunder) are not
required to display any Advertiser Content or other material for the benefit of
any person or entity other than Advertiser. If there is an interruption or
omission of the publication of any Advertiser Content or other material
contracted to be published hereunder, Publisher and/or Yahoo! (to the extent applicable)
may suggest a substitute time period for the publication of the interrupted or
omitted Advertiser Content or material or run the Ads in a different position
in the Newspaper(s) or on the Digital Property(ies), as determined by
Publisher. Alternatively, in cases where
Advertiser is paying on a fixed fee basis or has paid in advance, and if no
such substitute time period is acceptable to Advertiser in Advertiser’s good
faith business judgment, Publisher shall provide a “make good” in the form of a
reduction in the amount of fees due to Publisher (or credit of fees already
paid) equal to the proportionate amount of money assigned to the interrupted or
omitted Ad(s). Such substitution in time
period or placement or reduction in fees shall be Advertiser’s sole and
exclusive remedy for any failure to display Ads or other advertising material
and Publisher and Yahoo! (to the extent Advertisements are being placed on the
Yahoo! Properties hereunder) shall have no further liability hereunder for such
failure.

9.3.Removal or Change of
Content. Publisher and/or Yahoo! (to the extent
Advertisements are being placed on the Yahoo! Properties hereunder) in its sole
discretion, may remove or revise its Newspaper(s) and/or Digital Property(ies),
including the Newspapers’ and/or Digital Properties’ content, nature, design,
and/or organization, during the term of this Agreement. If any such revision materially alters the
value of the Ad(s) to be run by Advertiser, Publisher will notify Advertiser of
such revisions. If the parties cannot
agree upon a satisfactory substitution for the affected ads due to such
revision, Advertiser may cancel this Agreement with respect to the affected
Ad(s) and shall not have to pay (or shall receive a refund) for Ads not
displayed due to such cancellation. Such
cancellation shall be Advertiser’s sole and exclusive remedy and Publisher
shall have no further liability whatsoever.

10.Pre-Print Policy. All pre-prints must
conform to the Publisher’s standard pre-print specifications and recommended
waste calculations, which will be provided by each Publisher. Inserts must be
delivered to the Publisher at least 10 days in advance of distribution date.
The Publisher will invoice pre-print billing quantities based on copies
actually distributed (i.e., home delivery net sales, single copy total draw,
and other circulation). Advertiser agrees to be billed the ordered distribution
in the event that out of specification inserts are received.

11.Native Advertising. This section applies if
the campaign(s) described in the Agreement contemplate that Publisher will
distribute Branded Content or Native Advertising campaigns on behalf of
Advertiser, (“Native Advertising”).
Native Advertising can include short-form
content or long-form content, videos, emails, or social media posts that is
published on Publisher’s print and/or digital platforms and that is either (i)
created by or on behalf of Publisher, at Advertiser’s direction, for the
purpose of enabling Publisher to run a contextually relevant advertisement on
behalf of Advertiser (“Publisher Content”),
or (ii) is created or provided by Advertiser or its designee for placement by
Publisher in or on its print or digital properties specified herein (“Advertiser Content”). Advertiser, in
its sole discretion, will have the right to approve any Publisher Content prior
to publication or distribution by Publisher in connection with the campaign
described herein, and Publisher, in its sole discretion, will have the right to
approve any Advertiser Content prior to publication or distribution by
Publisher in connection with such campaign.
For clarity, Publisher will not be obligated to publish, via any
platform, any Advertiser Content that Publisher determines, in its sole
discretion, does not meet Publisher’s content guidelines or is otherwise
inappropriate for publication. In
addition, Publisher reserves the right, in its sole discretion, to include
labels in, on and/or around any Native Advertising published on behalf of
Advertiser hereunder that indicate that the applicable Native Advertising
content was sponsored by and/or provided by Advertiser.

11.1 FTC Guidelines. Publisher and
Advertiser shall comply with all applicable laws, rules and regulations,
including without limitation the FTC’s Guides Concerning the Use of
Endorsements and Testimonials and the FTC’s Enforcement Policy Native
Advertising.

12.Pay for Performance /
Lead Generation.
This section applies to an Advertisement in the Publication or on the
Publication’s website which include a designated phone number or a tracking
code or a click through from the Publication’s Site to the Advertiser by which
Publication and Advertiser can track and verify readers to respond to and offer
in the Advertisement. Any specific
qualifications for the lead shall be included in the Insertion Order or on
the Advertising Commitment. Publication shall have the right to audit the
Advertiser’s records to confirm the number of qualified leads generated by the Advertisement.
Publication shall be provided with access to the call tracking records and
other records maintained by Advertiser.
Publication shall be paid a
percentage of the revenue generated from the lead or a fee per lead as
specified in the Advertising Commitment or Insertion Order. Only unused print and digital inventory will
be available for the Advertisements. The
frequency, location, and placement of the Advertisements shall be
determined by Publisher, in its sole discretion.

DIGITAL
MARKETING SERVICES

If Advertiser is purchasing digital
marketing services under this Agreement (“Marketing Services”), then the
additional terms and conditions set forth in this Addendum B will apply to each
Order Advertiser submits for such Marketing Services. ReachLocal and Sweet IQ
Analytics, affiliates of Publisher, are Pay Per Click Service, SEO Service,
Maps/Reputation Management Service, Social Media Service, Web
Design/Development/Hosting Service, and/or other Marketing Services. ReachLocal’s applicable
terms and conditions at https://www.reachlocal.com/tc apply to the services
it provides. SweetIQ Analytic’s applicable terms and conditions at https://www/sweetiq.com/tc apply to the services
it provides. Publisher has engaged G/O Digital to provide Email Marketing
Services. G/O Digital’s applicable terms and conditions at https://www.godigitalmarketing.com apply to the Email
Marketing Service. For clarity, if Advertiser has not
purchased a particular Service described below, then the terms below relating
to that Service will not apply to Advertiser.

1.Rates.Unless otherwise specified on Advertising Commitment from
Advertiser, Advertiser’s purchase of Marketing Services will be billed at
Publisher’s Standard Rates. Advertiser
acknowledges that it has been provided a copy of Publisher’s standard rate card
for Marketing Services. The rate card,
including any terms and conditions in such rate card, are hereby incorporated
into this Agreement by reference, provided that in the event of a conflict
between any terms or conditions in the rate card and the terms of this
Agreement, the terms of this Agreement will control. Publisher reserves the
right to modify its rate card, including increasing its Standard Rates for
Marketing Services, at any time and from time to time. Publisher will provide Advertiser with at
least 30 days’ prior written notice of any rate increase. If Advertiser objects to any such increase,
it shall have the option to discontinue use of the applicable Marketing
Services by giving written notice to Publisher prior to the effective date of
such changes. Advertiser’s right to discontinue the use of particular Marketing
Services shall be its sole and exclusive remedy in the event of a rate
increase. If Advertiser does not elect
to discontinue use of the applicable Marketing Services, then, following the
expiration of the notice period, all Marketing Services shall be billed at
Publisher’s increased rates.

2.Marketing Services.

2.1.Pay Per Click (“PPC”) Service. Publisher will create
ads based on the Advertiser Content and will distribute the Ads through the
Publisher Distribution Networks. Advertiser will have the opportunity to review
and approve all PPC campaigns prior to launch. Advertiser will be solely
responsible for all content associated with any PPC campaign. Fees are based
upon the number of clicks on ads by users, based on the cost per click (“CPC”) rate set forth in the applicable
Order.

2.2.Search Engine
Optimization (“SEO”) Service. The SEO Service includes the optimization of
the chosen number of keywords (e.g., 5, 10, 15 or custom) and the application
of “on page” and “off page” SEO strategies for Advertiser’s website, with the
goal of obtaining improved ranking in organic search engine results for
selected keywords. To the extent Advertiser’s website is not hosted by
Publisher, Advertiser will provide access to its website to enable Publisher to
perform the SEO Service. Notwithstanding the foregoing or anything in this
Agreement to the contrary, Advertiser acknowledges that, although Publisher will
use reasonable efforts to optimize the ranking of Advertiser’s ads based on the
selected keywords, Publisher makes no guarantee that Advertiser’s search
ranking position will be maintained or optimized. Advertiser agrees that Publisher
will not be liable for any unfavorable ranking results of Advertiser’s ads,
whether such unfavorable results arise from the SEO Service or from an act or
omission of the applicable search engine.

2.3.Maps/Reputation
Management Service.
This Service is designed to help Advertiser’s business listing appear in the
“Google Maps/Places” in response to searches for Advertiser’s optimized
keywords. Advertiser acknowledges that search results and search engine
rankings are influenced by several factors, and Publisher does not guarantee
any placement in the “Google Maps/Places” or a particular position or rank for
Advertiser’s website or business listing in any search results.

2.4.Keywords. Advertiser acknowledges and agrees that Publisher,
in its discretion, may select keywords for the PPC and SEO campaigns and for
Maps Reputation Management Services. Publisher will use reasonable efforts to
use Customer provided keywords; however, Publisher cannot guarantee that all of
the Customer’s keywords will be used.

2.5.Email Marketing Service.
Publisher’s Email Service includes the creation of email marketing
messages based on the Advertiser Content and transmission of email messages on
behalf of Advertiser. Advertiser will have the opportunity to review and
approve all email marketing messages prior to the launch of an email marketing
campaign under the applicable Order. Publisher will determine the transmittal
date and time. The Order will specify
(i) whether Publisher or Advertiser determines the recipient list and (ii) the
number of recipients and the number of transmittals to the recipient list. Publisher does not make any representations
or warranties about deliverability or open rates. Upon request of Publisher, Advertiser will
provide its Do-Not-Email list for Publisher’s use in deleting addresses on such
list from the recipient list. Advertiser
represents and warrants that its Do-Not-Email list includes addresses for all
recipients who have opted out of receiving emails from Advertiser.

2.6.Social Media Service. Publisher’s Social Media Service includes the
creation and maintenance of Advertiser’s social media accounts (e.g., Facebook,
Twitter, Foursquare, etc.) on the sites as agreed upon by Publisher and
Advertiser. To the extent Advertiser’s social media accounts are already
claimed by Advertiser or its representative, Advertiser will provide
administrative credentials for such social media outlets to enable Publisher to
provide the Social Media Service as contemplated herein. Advertiser shall have
the opportunity to review and approve all social media posts, tweets, and other
social media statements or content prior to publication of the post, tweet,
statement or other content distributed by or on behalf of Advertiser via
Advertiser’s social media accounts. Advertiser
will ensure that all such content complies with applicable law and applicable
social media service’s terms of service, as such terms of service may be
modified from time to time. Advertiser
further acknowledges that Publisher does not operate or otherwise control any third-party
social media service. Publisher is not
responsible or otherwise liable for any inaccuracy on, or unavailability of,
any third-party social media service.

2.7.Web Design/Development/Hosting Service. [Desktop or
Mobile]: Publisher will design, develop, and/or update the Advertiser’s
website as part of this service.
Publisher’s Services may include hosting a website for Advertiser,
including performing maintenance and controlling the functionality and
accessibility of the website. Publisher
may perform these Services directly or through a subcontractor. Advertiser is required to provide Publisher with
its terms of use and privacy policy to be displayed on its website.

3.Ancillary Services. In connection Advertiser’s subscription to
with one or more of the Marketing Services described in Section 1, above,
Publisher may provide the following ancillary Services:

3.1.Proxy Sites. Publisher may provide
a mirrored version of the Advertiser’s website (“Proxy Site”). In order to use the proxy service, (i) Advertiser’s
website must be operational, functional, and accessible through the Internet,
and (ii) the URL visible above the Proxy Site to users clicking on the
Advertiser’s ad must reflect the website address for the Proxy Site and NOT
that of the Advertiser’s website. Advertiser agrees that Publisher is in no way
responsible for the operation and functionality of the Advertiser’s website.
Advertiser agrees that it has all rights to the content on the Advertiser’s
existing website and Advertiser is able to grant the right to Publisher to use
the content in connection with the Services.

3.2 Call Recording Services. If
Advertiser elects to use the Call Recording Service in connection with one or more
of the Marketing Services described in Section 1, above, Publisher will, on
Advertiser’s behalf, record (i) calls between Advertiser and its clients
regarding the Services (the “Service Calls”)
and (ii) incoming calls to Advertiser from prospective clients of Advertiser
(the “Inbound Calls”) (collectively
“Call Recording”). Advertiser
acknowledges that the purpose for Call Recording is for auditing this Agreement
and the Services in the Order.
Advertiser grants specific permission to Publisher to administer,
monitor, use and access Call Recording and the content of the recorded calls as
Advertiser’s agent. Publisher will
provide prompt disclosure in Call Recording that the Service Call or Inbound
Call may be recorded (“Recording
Notification”). Advertiser acknowledges that it is responsible for
notifying and/or obtaining the consent to Call Recording from its
representatives (including employees, agents and independent contractors) who
may be recorded in a Service Call or Inbound Call. For clarity, Advertiser acknowledges and
agrees that Publisher is not responsible to provide any notice in connection
with Call Recording other than Recording Notification. Advertiser specifically acknowledges that
Publisher is not responsible to provide notice of rights of the Advertiser’s
clients and prospective clients relating to potentially confidential or
privileged communications. Any notice
required by law other than Recording Notification is the sole responsibility of
the Advertiser.

4.Indemnification for Call
Recording.
Without limiting Advertiser’s indemnification obligations under Section 8.1 of
the Terms and Conditions, if Advertiser uses the Call Recording service,
Advertiser agrees to indemnify and hold the Publisher Indemnitees harmless from
and against any and all Losses arising out of a third-party claim resulting
from any failure by Advertiser to comply with the requirements of the Health
Insurance Portability and Accountability Act of 1996(ii) Advertiser’s use or
misuse of the Call Recording service. Advertiser shall not use the Call
Recording service to intimidate, harass, or otherwise violate the privacy or
other rights of a caller and a Recorded Person. If Publisher learns about any
alleged misuse of the Call Recording service, Publisher reserves the right to
terminate the totality of Advertiser use of the Call Recording service without
notice or liability.

5.Additional Terms. The third party
vendor’s policies regarding cancellation and termination of orders, including
but not limited to cancellation fees, shall apply. If the Advertiser cancels an
order early, the Advertiser will be billed through the next billing cycle. For
example, if the Advertiser cancels prior to the end of the month, the
Advertiser will be billed through the end of the next calendar month. If the
Advertiser cancels prior to the end of the four (4) month minimum commitment,
the Advertiser will be billed for four (4) full months. Upon cancellation, the
Advertiser must notify Publisher in writing if the online advertising should cease,
if no notice is provided, the advertising will be active through the end of the
commitment.

6.

CARS.COM

If Advertiser is purchasing Digital Ads for distribution on Cars.com, the additional terms and
conditions set forth in this Addendum A-2 will apply to each Product Order for
such Ads. Publication is an agent which accepts orders for Advertisements to be
displayed on Cars.com.

1.Definitions. “Cars.com” collectively means
Cars.com, LLC and its subsidiaries and affiliates. “Content” means all content and materials provided or
made accessible by Customer to Cars.com, including links, banner ads, videos,
vehicle inventory data, text, branding, photos and images. “DMS”
means Customer's dealer management system.
“Laws” means all
federal, state, and local laws, rules, and regulations, including dealer
licensing laws, vehicle advertising laws, the Federal Do-Not Call rules, and
the Federal CAN-SPAM rules. “Listings”
means those listings of Customer vehicles that are based on the Content and
displayed on the Sites by Cars.com and on the sites of Cars.com's distribution
partners. “Materials” means
all materials and services provided or made accessible by Cars.com to Customer,
including web sites, software, technology, and other intellectual property,
registered or not. “Policies”
means the Cars.com advertising policies located online at http://dealers.cars.com/adpolicies, as updated from time to time. “Product(s)” means the products
selected by Customer as set forth in the Order Form. “Sites” means the Web site located at www.cars.com(and any natural evolution thereof) and any mobile,
private-labeled, co-branded or other versions of the site, and any other web
sites owned or operated by or on behalf of Cars.com, regardless of URL. “User Data” means any personally
identifiable information and financial information related to a user (including
first name, last name, address, phone number, email address, social security
number, and financial information) that is received by Customer through its use
of a Product.

2.Term and Termination. Orders
cannot be cancelled during their initial term. The initial term for each Order
made under this Agreement shall be the period specified in the Order Form, or
if no initial term is specified, for 12 months, and shall commence upon
delivery of a Product. Cars.com reserves the right to discontinue any Product
at any time and may suspend performance for Customer's failure to pay any
invoice when due or Customer's failure to comply with the Policies.

3.Content. Customer grants Cars.com a
perpetual, irrevocable, royalty-free, transferable, license to access, edit,
store, enhance, modify, adapt, translate, copy, reproduce, distribute,
transmit, broadcast, publish, perform and display publicly, prepare derivative
works of, and otherwise use Content, and to sublicense such rights through
multiple tiers. Cars.com reserves the
right to modify the Sites and Products, and to edit or reject any Content or
portion thereof from use on the Sites or Products in its sole discretion and
without notice.

4.DMS Access. If Customer requests that Cars.com extract
Content from a DMS, Customer will provide Cars.com with all user names,
passwords, and other information necessary for Cars.com and any agents and
contractors working on Cars.com's behalf to access the DMS and extract Content.
In the event of such request, Customer expressly consents to Cars.com and its
agents and contractors accessing and extracting Content from the DMS on an
ongoing basis until such consent is revoked with written notice to Cars.com. Subject to applicable Law, Cars.com shall
have a reasonable period of time to effect such revocation.

5.Materials, Products and User Data. Customer
may use the Materials solely as necessary for it to use the Products for their
intended purpose. Customer shall not use or permit the use of the Products in
any unauthorized manner. Materials and
Products will remain the sole and exclusive property of Cars.com and its
licensors. When contacted regarding a Listing, Customer agrees to respond to
users in the manner requested by the user within 4 business hours. Customer
agrees to protect User Data in accordance with the Law and use User Data solely
to fulfill user requests and to provide customer service to the user.

6.Disclaimer. EXCEPT AS EXPRESSLY
PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. CARS.COM DOES NOT REPRESENT OR WARRANT THAT
PRODUCTS OR LISTINGS WILL BE FREE OF ERRORS. IN NO EVENT SHALL CARS.COM BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR
PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING LOST
PROFITS, EVEN IF SUCH DAMAGES ARE FORESEEABLE. IN NO EVENT WILL THE TOTAL
AGGREGATE LIABILITY OF CARS.COM EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY
CUSTOMER UNDER THIS AGREEMENT IN THE 3 MONTH PERIOD PRECEDING THE EVENTS GIVING
RISE TO THE LIABILITY. CARS.COM MAKES NO GUARANTEES WITH RESPECT TO THE
SECURITY OR THE EFFECTIVENESS OF THE PRODUCTS.

7.Confidentiality. Customer
agrees not to disclose to any party or use for any purpose any non-public
business, technical, or other information relating to or provided by Cars.com,
including the terms of this Agreement and Cars.com's trade secrets, marketing
plans, business plans, product plans, pricing, financial information, software,
and intellectual property. Customer agrees not to sell, lease, license, rent,
transfer, or otherwise provide User Data to third parties (other than
disclosing User Data to third parties as necessary for such parties to provide
the permitted services on behalf of Customer) or use User Data in any other
unauthorized manner, including spam, junk mail, or direct marketing.

8.Advertising
Errors or Omissions. Cars.com is solely responsible for any
errors or omissions in connection with display and publication of Customer
Content, subject to Cars.com standard terms and conditions available at http://dealers.cars.com/adpolicies and
www.cars.com. Publication shall have no liability (financial or otherwise) for
any such errors or omissions.

EVENT
SPONSORSHIP

If
Advertising is purchasing a Sponsorship of or receiving benefits in connection
with a Publisher Event, as specified in the Advertising Commitment or the applicable
Order, the terms and conditions below shall apply.

1.Cancellations. Sponsorship Fees (i.e., the amount listed on
the Advertising Commitment) are non-refundable. Advertiser may not cancel
or terminate its sponsorship. If an Event is cancelled by the Publisher and not
rescheduled, the Advertiser may receive a refund of a portion of its Sponsorship
Fee. The amount refunded will be determined after deducting (i) any
non-refundable costs and expenses associated with the Event and (ii) any
promotional advertising for the Event that has already been published or
displayed. Any trade or complimentary advertising included in the Sponsorship
Fee shall be forfeited.

2.Content and Creative. Publisher shall be
solely responsible for creating all promotional materials (print and digital),
signage, or program(s) for the Event or the Program. Advertiser shall be
identified as a promotional sponsor of the Event or Program in the promotional
materials, signage and program book (if applicable). Publisher has sole
discretion to determine the volume, frequency, number of impressions of any
advertising for the Event, placement of advertising (print and/or digital), and
positioning of Advertiser’s name. Publisher has sole discretion to determine if
any radio, TV or billboard advertising will be provided.

3.Limit of Liability. Publisher is not liable
for any interruption, error or omission regarding any advertising (print,
online, or other media). Publisher is
not liable for cancellation or rescheduling of an Event, due to unavailability
of the venue where the Event is being held or due to circumstances beyond its
control.

4.Advertising Value. The
advertising value being provided to Advertiser shall apply solely to
advertising and promoting the Event.
Unused advertising will expire on the expiration date the sponsorship
and will be forfeited. Advertising value
cannot be bartered, sold, transferred to, or used, in whole or in part, by any
third party. The advertising value may not be used to fulfill any other
advertising commitment between Advertiser and Publisher.

5.Renewal Option. If the Sponsorship is for an annual Event,
program, product, or service, the parties must agree in writing upon the terms
of the renewal at least thirty (30) days prior to the end of the current Sponsorship.
The renewal terms shall be stated in a new Advertising Commitment or Order.

6. Insurance. If the Sponsorship includes
the Advertiser attending the Event (as exhibitor or vendor) to market its
products and services, the Advertiser shall maintain insurance issued by a
company reasonably acceptable to Publisher, for the following insurance: (i)
commercial general liability insurance, including coverage for property damage,
personal injury, or death in an amount of not less than One Million Dollars
($1,000,000) per occurrence; (ii) automobile liability insurance in an amount
of not less than One Million Dollars ($1,000,000) per occurrence; (iii) worker’s
compensation insurance in amounts as statutorily required; (iv) product
liability insurance in an amount of not less than $1,000,000 per occurrence for
bodily injury, illness, and property damage combined; and (v) professional
liability insurance in amount of not less than One Million Dollars ($1,000,000)
per occurrence. A copy of the
certificate(s) of insurance, naming the Publisher, Gannett Co., Inc., and its
subsidiaries and affiliates as additional insureds, shall be provided to
Publisher prior to the Event.

7.Publicity. Any press releases or public announcements
regarding the Sponsorship which will include Publisher’s name, are subject to
Publisher’s prior review and approval. Such approval may be granted or denied
in Publisher’s sole discretion.